Counsel for the Underwriters Sample Clauses

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time Gxxxxx, Dxxx & Cxxxxxxx performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to Gxxxxx, Dxxx & Cxxxxxxx acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, Gxxxxx, Dxxx & Cxxxxxxx would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: ----------------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

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Counsel for the Underwriters. As discussed in the Registration Statement, from time to time Gxxxxx, Dxxx & Cxxxxxxx performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to Gxxxxx, Dxxx & Cxxxxxxx acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, Gxxxxx, Dxxx & Cxxxxxxx would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

Counsel for the Underwriters. Xxxxxxx Xxxxx LLP.

Counsel for the Underwriters. As discussed in the Registration Statement, from time to time Xxxxxx, Xxxx & Xxxxxxxx LLP performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to Xxxxxx, Xxxx & Xxxxxxxx LLP acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, Xxxxxx, Xxxx & Xxxxxxxx LLP would not represent either the Company or the Underwriters in connection with such dispute. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SOUTHERN CALIFORNIA EDISON COMPANY BY: Xxxx X. Xxxxxxx ----------------------------------------- Xxxx X. Xxxxxxx Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BY: CHASE SECURITIES INC. BY: Xxxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated January 19, 2000 Registration Statement No. 333-497 Representatives and Address: Chase Securities Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Title, Purchase Price and Description of Securities: Title: 7-5/8% Notes, Due 2010 Principal Amount: $250,000,000 Purchase Price: 99.419% of the principal amount of the Securities plus accrued interest from January 15, 2000 to January 24, 2000. Maturity: January 15, 2010 Interest: 7-5/8% per annum, from January 15, 2000, payable semiannually on January 15 and July 15, commencing July 15, 2000, to the holders of record on the preceding January 1 and July 1, respectively.

Related to Counsel for the Underwriters

Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.
Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
Opinion of Counsel for the Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
Representation of the Underwriters The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.
Opinion of Counsel to the Underwriters The Representative shall have received an opinion, dated the Closing Date and any Option Closing Date, as the case may be, from Pxxxx Cxxxxxx LLP, securities counsel to the Underwriters, with respect to the Registration Statement, the Prospectus and this Agreement, which opinions shall be satisfactory in all respects to the Representative.
Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).
Notice to the Underwriter The Company will advise the Underwriter promptly, and confirm such advice in writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.
Indemnification of the Underwriters by the Selling Stockholders Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information, and (ii) the aggregate amount of each Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by such Selling Stockholder from the sale of its Shares hereunder.
Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.